CODE OF GOVERNANCE HUGH LANE GALLERY TRUST LTD. (Company No )

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1 CODE OF GOVERNANCE HUGH LANE GALLERY TRUST LTD. (Company No ) JANUARY 2014

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3 HUGH LANE GALLERY TRUST LTD (Company No ) Code of Governance Mission: The Gallery is committed to the care and public exhibition of its collection and to promoting an understanding, knowledge and appreciation of modern and contemporary art. This will be achieved through thoughtful, illuminating and innovative approaches to all our programmes and projects. As a lead supporter of visual art practice, the Gallery will nurture new thinking and scholarship on visual art practice which will shape the focus and direction of the Gallery's activities including acquisitions, temporary exhibition programmes, education and research projects, programmes of events and publications. The Gallery actively fosters ongoing productive engagement with artists, institutions, foundations and collectors in its role as a leader in the support and appreciation of the Visual Arts. The Gallery's programmes embrace focused aims to provide greater access to and appreciation of visual art practice across all communities. 1

4 Page Mission Statement 1 Code of Governance Introduction 3 Detailed Governance Procedures 9 Role and Function of Secretary 12 Audit and Risk Management Sub-Committee 13 Acquisitions loans and Exhibitions Sub Committee 16 Acquisitions, Loans and Exhibitions Policies 19 Deaccessioning Policy 28 Code of conduct for Directors 29 Code of conduct for Staff 32 Travel Policy 40 Hospitality and Entertainment Policy 42 Appendix 1- Governance Review Sheet Appendix 2- Memorandum and Articles of Association Appendix 3- Dublin City Council Procurement Policy and Procedures Appendix 4- Dublin City Council Financial Regulations GLOSSARY: The Company means the Hugh Lane Gallery Trust Limited A Member means a person admitted to Membership of the Company in accordance with the Articles of Association under Article 3. (City Council Officials in this case) Board of Directors means the Trustees elected by the Members of the Company in the capacity of a Board of Directors or by whatsoever name called but so that they shall be charged with the management of the Company. Chairperson of the Company means the Chairperson of the Board. Trustee means a Director of the Board 2

5 Hugh Lane Gallery Trust Limited Code of Governance Introduction: Good governance arrangements are essential for organisations operating in the public or private sector. High standards of corporate governance in all state sponsored bodies whether in the commercial or non commercial sphere, are critical to ensuring a positive contribution to the State s overall economic efficiency and competitiveness. This code of governance represents the application of best practice in corporate governance by both commercial and non-commercial state Bodies. State Bodies and their subsidiaries are required to confirm to the relevant Minister that they comply with the up to date requirements of the Government s Code of Practice in their governance practices and procedures. The Hugh Lane Gallery Trust Limited will do this by adopting this Code of Governance, and by reporting back to the Members/Stakeholders of the Company who will in turn report to the relevant Minister. The Board of the Trust is collectively responsible for promoting the success of the Hugh Lane Art Gallery by leading and directing the Trust s activities. It will provide strategic guidance for the Art Gallery and monitor the activities and effectiveness of management. Board Directors will act on a fully informed basis, in good faith, with due diligence and care and in the best interest of the Art Gallery. The Hugh Lane Gallery Trust Limited is a company established in 1998 under the Companies Acts It is a wholly-owned company of Dublin City Council. The Company (The Members), under its Memorandum and Articles of Association, elects Trustees, who are the Board of Directors, and who are charged with the Strategic Development and Management of the Gallery. 1) The Gallery premises and all its contents/assets are owned by Dublin City Council. 2) The Director and all the staff in the Gallery are employed and managed by Dublin City Council. 3) The annual funding and Budget (Capital and Revenue) for the Gallery is provided by Dublin City Council. 3

6 4) The day to day operation/business of the Gallery is managed by Dublin City Council and is carried out in line with Dublin City Council policy and procedures and which apply generally in the public service. These four issues will be clarified through service level agreement/s between the Board and Dublin City Council. The Company has all the rights and obligations applicable under the Companies Act, and must also operate in the context of the public accountability parameters applicable to the Public Service generally and to Dublin City Council. The approach to Governance set out in the following sections seeks to preserve an appropriate balance between the autonomy and the accountability necessary for the development of the full potential of the Gallery. It identifies and segregates the respective roles and responsibilities of the Company and the Board of Directors and their interlocking relationship, and the relationship of both to Dublin City Council. The Code reflects the terms of the Memorandum and Articles of Association and current best practice in relation to governance in the State. The Company, Hugh Lane Gallery Trust Limited, was established under the Companies Acts 1963 to 2001 with, as its main object To advance education in the Arts by operating and managing the Hugh Lane Municipal Gallery of Modern Art. It has specific powers to further this main object, and elects Trustees for the time being to act as Board of Directors of the Gallery and to further the main object. (These powers are outlined in the Memorandum of Association. The Company must: Elect the Trustees, the numbers of which currently must not exceed twelve, viz; o o o Two senior officials nominated by the City Manager of Dublin City Council; Four members (Councillors) of the City Council nominated by Dublin City Council; A further six Trustees nominated by the Company; Appoint a Secretary to the Trust, who is also a Secretary to the Company; 4

7 Hold an Annual General Meeting, at least, at which it must consider the Report of the Trustees; Annual Accounts, Balance Sheets, Auditor s Report; the appointment and reappointment of Auditors and the remuneration of Auditors. (Other meetings may be held as the Company sees fit); Hold a meeting of the Company if requested to do so by the Secretary acting on behalf of a Trustee or any member of the Company. Direct the manner, terms and conditions which should apply to any borrowings proposed by the Board of Trustees, and obtain the necessary approvals of the City Council and the Minister for the Environment for any such borrowings; Have a registered office. The Company may: Give directions to the Trustees at a General Meeting. Increase or reduce the number of Trustees, fill any vacancies which may arise, or remove Trustees. With the approval of the Revenue Commissioners, make additions, alterations or amendments to the Memorandum and Articles of Association. Admit others members of the Company. Remove from or re-admit members to the Company. Implement capital projects and borrow or raise money subject to approval of the Council and Minister; raise money through fundraising, donations, gifts or legacies. Meetings Procedure: The Chairman for meetings of the Members will be the Dublin City Manager or his nominee. The quorum for a meeting is four. If a quorum for a meeting is not present within half an hour of the scheduled time, the meeting is adjourned for one week or such other arrangements as the meeting may decide. The Secretary prepares the Agenda in consultation with the Board of Directors or the Chairman of the Company. Twenty-one days notice must be given for a general meeting or for a meeting called for the passing of a special resolution. 5

8 Any members of the Company may request that an item be placed on the Agenda by giving at least seven days notice in advance of the scheduled meeting. A resolution in writing, signed by all Members entitled to attend and vote at a meeting has the same validity as if it had been passed at a general meeting of the Company. Signatures may be electronic. On an annual basis, or at such other intervals as the Members decide, the Company shall review the quality of its governance and evaluate its own effectiveness. The Trust/Board The Trustees are elected by the Members of the Company and are the Board of Directors. Individual Trustees are elected for a fixed term of three years, renewable for further fixed terms of three years. The process for the appointment and removal of Trustees is set out in Sections 4 and 9 of the Articles of Association. The functions of the Board of Directors, arising from the objectives of the Company and as set out in the Memorandum and Articles of Association are: To collectively provide leadership and direction for the success and ongoing performance of the Art Gallery. To ensure compliance with statutory obligations applicable that may be set out in all relevant legislation. To develop and keep under review a strategic plan for the Gallery in accordance with the objects of the Trust. To oversee the management and development of the Gallery, including the care and exhibition of the Gallery s pre-eminent collection. To provide and encourage the provision of amenities for education, information and participation in the visual arts. To enter into any arrangement for cooperation or reciprocal concession that may be beneficial to the Gallery with any person or body. 6

9 To enhance and improve this national asset through acquisitions by way of donations, purchases, bequests, in accordance with policies guidelines and financial arrangements agreed by the Board and by Dublin City Council. To borrow or raise money for the development of the Gallery in accordance with a framework agreed by the Board and Dublin City Council and subject to the approval of the Minister for Environment. To develop, put in place and review annually Service Level Agreement/s with the owners of the premises in which the Gallery is housed (Dublin City Council) with a view to ensuring that agreed capital developments are carried out, that relevant statutory obligations (including those related to health and safety) are adhered to and that security, maintenance and upkeep of the premises are provided to the appropriate standard. To develop, put in place and review annually Service Level Agreement/s in relation to the following issues: a) Role and reporting arrangements for the Director and staff of the Gallery. b) Budgets, finances and Audit for the Gallery. c) Insurances, Inventory and Assets Register d) Risk Management, and maintenance of premises and its fabric. To provide an Annual Report, including Audited Accounts, to the Company. Provide information reasonably requested by the Members of the Company. To appoint, in association with the Members of Company, a person who will act as Secretary of the Company, and Secretary of the Board, and carry out the functions assigned to the Secretary under the Memorandum and Articles of Association of Hugh Lane Gallery Trust Limited. To oversee and guide the work of the Director and staff of the Gallery as appropriate in accordance with Delegation processes and service level agreements in place from time to time. To evaluate and review the performance of the Director and, if deemed appropriate, agree and review key performance objectives on an annual basis. To recommend programmes of Development and Training for the Director and other staff who work in the Gallery. 7

10 To have general oversight of the performance of the Gallery Director and staff. To have oversight of succession planning in relation to the Board, the Director of the Gallery and key senior staff. To do all other such things as may be incidental or conducive to the attainment of the objectives of the Company. Meeting Procedures The Directors will elect a Chairperson of the Board. If the Chairperson is not present within fifteen minutes of the time scheduled for a meeting, the Directors may elect one of the other Directors to Chair that meeting only. The Board may meet without the presence of the Director of the Art Gallery. The Director of the Art Gallery should absent himself/herself when matters related to his/her role, or key performance objectives are on the Agenda for discussion. The Board shall receive, from the Director, or any other appropriate staff member, balanced written assessments of issues and proposals being brought to them for consideration. These assessments shall, where appropriate, outline alternative options, and, if a recommendation is being made in regard to a particular course of action or decision, this shall be clearly stated as such. Decisions of the Board shall be clearly recorded. 8

11 Detailed Governance Procedures The Trust/ Board: 1. The procedural operation and functions of the Board/Trust are governed by the Memorandum and Articles of Association of the Hugh Lane Gallery Trust Ltd, and informed by the Government s Code of Practice for the Governance of State Bodies; Ethics in Public Office Legislation, Standards in Public Office Legislation and Guidelines, Regulations and Protocols of Dublin City Council in place from time to time, and the current best practice in the governance of organisations. 2. The Board will regulate the frequency of its meetings as it thinks fit, to exercise effectively its strategic governance role and to monitor management and performance. The Board will appoint a Secretary and approve his/her role and function. Questions arising at a Board meeting will, where possible, be dealt with by consensus. If this is not possible, and there is an equality of votes the Chairperson will have a second, or casting vote. The Chairperson and the Secretary will, at the request of a Director, summon a meeting of the Board. The quorum for a meeting will be four. 3. The Directors shall act impartially and in the best interest of the Gallery and not act as a representative of any special interest group. 4. The Board of Directors may delegate the decision-making on its behalf to Committees and to the Executive Director. 5. The Board shall have a formal schedule of matters specifically reserved to it for decision. (as set out on pages 3-8) 6. It will be the responsibility of the Chairperson to ensure that the responsibility and authority of the Board is safeguarded. Excessive influence on Board decisionmaking shall be avoided, while allowing all Directors the opportunity to contribute fully to Board deliberations. 9

12 7. All Directors will have independent access to the advice and services of the Secretary to the Board, who shall endeavour to ensure that Directors are aware of all appropriate legal constraints, regulations and procedures. 8. Any business or other interests which could affect member s independence will be dealt with as set out in the Conflict of Interests Policy. 9. The Board will provide an Annual Report. This Report shall include the Annual Audited Accounts, Balance Sheet, a Report from the Auditors, and a Report from the Directors. 10. The Board will ensure that a balanced and understandable assessment of the Gallery s position is made in presenting its Report and Annual Accounts. 11. The Board will state in its Annual Accounts that it is responsible for approving the accounts, there shall also be a statement by external auditors engaged by the Board (through Dublin City Council) regarding their reporting responsibilities. 12. The Board will ensure that the Gallery has in place a robust system of internal management and control, including, but not limited to; Financial and operational control systems and procedures which may include the safeguard of assets and collections, segregation of duties, information systems, and authority and approval procedures. Managerial control systems, which may include defining policies and setting objectives; and it will review these matters periodically, setting key performance indicators and monitoring financial performance. 13. The Board may evaluate and review the performance of the Director and establish key performance indicators which would be reviewed on an annual basis or such other basis as the Board deems appropriate. 14. The Board will approve Dublin City Council s Procurement and Financial Regulations/Procedures and they will apply to all the business and operation of the Gallery 15. The Board will, on an annual basis, review the quality of its governance and evaluate into own effectiveness. 10

13 16. The Board will be responsible for ensuring that a strong system of Risk Management is in place. 17. The Board will establish An Audit and Risk Management Sub-Committee which will report annually to it. The Board will approve policies and procedures on audit and risk management 18. The Board will establish an Acquisitions, Loans, and Exhibitions Committee and approve and adhere to policy and procedures on acquisitions, loans and exhibitions for the Art Gallery. 19. The Board will approve, and adhere to, a Code of Conduct policy and procedures for its members and for the staff in the Gallery. 20. The Board will approve and adhere to a Policy on the Deaccessioning of Artworks. 21. The Board will approve and adhere to a Policy and Procedures on Travel arrangements for staff and Directors. 22. The Board will approve and adhere to a Policy and Procedures on Hospitality and Entertainment in the Art Gallery. 23. The Board will approve and adhere to an overall Code of Governance covering all aspects of business in the Gallery and review this Code on an Annual basis. 24. The Board may develop Strategic Plans for the Gallery. 25. The Board will delegate the day to day management of the Gallery to the Executive Director and her/his staff. 11

14 Role and function of the Secretary for the Board: The Secretary of the Board will be responsible for: (a) Performing the relevant functions relating to Regulatory and Code of Practice compliance; (b) Ensuring that all necessary compliance and review issues are brought to the attention of the Board. (c) Preparing, in consultation with the Chairperson and Executive Director, the Agenda for Board meetings, Ensuring that relevant documentation is provided in a timely manner to Board Directors, Preparing Minutes of the Board meeting, Ensuring that decisions taken by the Board are appropriately promulgated; (d) Providing advice, on request, to the Directors, individually or collectively; (e) Ensuring that new Directors receive appropriate induction; (f) Keeping Board policies under review and alerting the Board if these need adaptation in the light of Government policy or Legislation; (g) Ensuring that Compliance Certificates in accordance with relevant Codes of Practices are signed and submitted to the appropriate bodies; (h) Ensuring that necessary functions of the Company (Members) are carried out. (i) Ensuring that all necessary compliance with the Companies act is implemented efficiently. (j) Such other duties as assigned by the Board from time to time. 12

15 Terms of Reference for Audit and Risk Management Sub- Committee. Objectives The Audit and Risk Management Committee will be a Sub- Committee of the Board. Its main objective will be to assist the Board fulfil its functions by providing independent and timely advice on areas within its remit. The main functions of the Audit and Risk Management Committee will be to review Membership the significant financial reporting issues and judgements made in connection with the Board s financial statements and reports, to review the scope and effectiveness of the its internal controls, including financial, operational and compliance controls and to identify, assess, manage and monitor key risks, both financial and operational, taking account of the key objectives of the Board as contained in the Memorandum and Articles of Association and any Strategic Plans. a) The Committee which shall be appointed by the Board shall comprise not less than four members. b) The Chairperson of the Committee shall be one of the six Directors/Trustees selected as having the necessary calibre to contribute to the future development of the Gallery. (article 5 (c) of articles of association). c) Membership of the Committee shall be structured to achieve an appropriate balance of recent and relevant experience, taking account of the full range of the Committee s activities. d) Membership of the Committee shall be reviewed each year by the Chairperson in consultation with the Company Chairperson and with the Chairperson of the Audit Committee, and changes as required shall be recommended to the Board at that time. e) Membership of the Committee shall normally be for an initial term of three years, with the possibility of an extension of a further three years. (The general aim is to change the membership from time to time to ensure an appropriate balance between continuity and fresh perspectives). 13

16 f) The Secretary shall act as a secretary to the Committee and be responsible for the preparation and distribution of agenda, papers, minutes and reports, following consultation with the Chairperson of the Committee. Meetings and Quorum a) The Committee shall meet on at least three on occasions per annum: - prior to the external audit, to approve the audit plan - prior to the issuance of the audited accounts to the Board and the Company - during the year to discuss internal controls and risk - Other meetings as required shall by convened by the Chairperson. b) The quorum for meetings shall be three (3) members c) The External Auditors shall attend meetings by invitation for agenda items when the financial accounts and issues in relation to the conduct of their audit are being considered, or at their request for other items, bar the approval of the minutes. d) The Chairperson shall present a written report annually to the Board summarising the work of the Committee in the previous year. Additionally, the Chairperson shall report to the Board the Committee s views in relation to the audited financial accounts. The External Auditors shall attend the Board meeting when the audited financial statements are being considered. e) The Committee shall make recommendations to the Board regarding the appointment, re-appointment or removal of the External Auditors, and regarding their remuneration and terms of engagement. f) The Committee may meet privately, and shall arrange to meet separately at least once a year, with the Internal Auditor of the Company, the External Auditor and the staff responsible for Risk Assessment and Risk Management. g) The Minutes of the Audit and Risk Management Committee shall be circulated to Board meetings for noting or discussion, as appropriate. 14

17 General Powers: a) The Committee may investigate any matter falling within its objectives, calling on whatever resources and information it considers necessary to so do. b) The Committee will be authorised to seek any information it requires from any employees of the Gallery or Dublin City Council to enable it discharge its responsibility and shall have made available to it on a timely basis all information requested from any employee in a clear, concise and well-organised manner. Performance Evaluation The Committee shall, at least once a year, arrange for the review of its performance and its Terms of Reference and shall report its conclusions and recommend any changes it considers necessary to the Board. 15

18 Acquisitions, Loans, and Exhibitions Sub-Committee. Terms of Reference 1. Constitution The Board will establish a Sub- Committee of the Trust to be known as the Acquisitions, Loans and Exhibitions Committee. (ALE) 2. Membership The Committee will be appointed by the Board and the Chairperson of the Committee will be a Director of the Board. The Committee shall consist of between six and ten members and may include art experts drawn from the Gallery staff and outside as approved by the Trust. The initial membership will include the following: Chairperson Nominated from the Board. Second Nominee from Board of (from those elected under par 5 (c) of the Articles of Association). The Director of the Gallery The Head of Conservation in the Gallery The Head of Exhibitions in the Gallery The Head of Collections in the Gallery Nominee from the Culture Recreation and Amenity Department (DCC). A quorum for the purpose of the committee will be four. (One of this four must be a member of the Board). 3. Duties The function and duties of the Committee shall be: To consider and make recommendations to the Board in regard to overall budgets and in the context of existing budgets approve budgets for individual acquisitions, loans and exhibitions including insurance, re-location, public relations and hospitality. To consider and make recommendations to the Board where appropriate in regard to proposals to acquire works of Art or to take works on loan or to loan works from the Gallery for recommendation to the Board. To recommend a programme of exhibitions in the Gallery to the Board. To ensure that all decisions reached in relation to acquisitions take cognisance of the principles of accountability, value for money and public procurement regulations. 16

19 To ensure that all acquisitions are carried out/recommended in a manner that is transparent and complies fully with accountability principles. To develop written policies and procedures on the issues of Acquisitions Loans and Exhibitions for the approval of the Board. 4. Secretary The Secretary to the Committee will be the Secretary to the Board. 5. Attendance at Meetings Other than members of the Acquisitions, Loans and Exhibitions Committee, meetings may be attended by relevant staff of the Gallery. Other relevant experts may be invited to attend certain meetings to give their advice on particular proposals and to assist the Committee in making their recommendations. Such attendance will be agreed by the Committee. 6. Frequency of meetings Meetings will be held at least quarterly but more frequent meetings may be required to ensure efficient and effective discharge of the business of the Gallery in relation to Acquisitions, Loans and Exhibitions. The Secretary will liaise directly with the Chairperson of the Committee with regard to the convening of meetings as and when required. 7. Procedure for Meetings The Secretary will arrange for the appropriate written agenda and written report of the Director to be circulated to Committee members prior to meetings. Each report must clearly outline the proposals involved and the recommendations being made. The minutes of every meeting must clearly outline the decisions made and any dissent and difference of opinion must be noted on arriving at a decision for recommendation to the Board. In the event of absences of Committee Members from meetings the view and opinion of those absent will be relayed to the meeting by letter or by and such views and opinions must be noted in arriving at a proposal/recommendation to the Trust. 8. Procedure for Dealing with Urgent Business In the event that a decision is urgently required on an acquisition or lending issue in advance of the next scheduled meeting of the Committee, a copy of the completed report of the Director, and all supporting documentation together with a cover note explaining the reason for the urgency will be issued by writing/ to each member of the Committee for approval or endorsement, as appropriate. 17

20 Committee members may convey approval/endorsement in such urgent cases by e- mail/fax/post but original application forms and supporting documentation will be endorsed and signed off by the Committee members at the next scheduled meeting. (This arrangement should only occasionally be necessary). 9. Reporting The Secretary of the Committee will circulate minutes of Committee meetings to members of the Board, together with a written list of all decisions being recommended, while also clearly outlining dissent and different opinions on Acquisitions/Loans/Exhibitions being recommended or not recommended. This will be done a week in advance of Board Meetings. 10. Conflicts of Interest In carrying out the duties of the Committee, members must be mindful of their obligations under the Ethics in Public Office Act 1995 and Standards in Public Office Act 2001, particularly with regard to the disclosure of interest requirements therein. A member of the Committee who declares an interest (personal or family, spouse/partner) in any matter which is before the Committee for deliberation or decision must absent himself/herself from the meeting while such matter is being considered. Where the Chairperson of the Committee declares an interest (personal or family, spouse/partner) in any matter which is before the Committee for deliberation/decision, he/she shall absent himself/herself from the meeting while such matter is being considered. In his/her absence the remaining members shall agree a member from among them who will act as Chairperson for the duration of consideration of the matter which is the subject of the conflict. 11. The replacement or removal of Members on the Committee or the addition of further Members will be a matter for The Board. 18

21 ACQUISITIONS, LOANS AND EXHIBITIONS POLICIES. (ALE) THE HUGH LANE GALLERY COLLECTION The Hugh Lane Gallery collection is a unique collection of Irish and international modern and contemporary art. The Gallery has a duty to preserve and promote its collections and to add to the collection through the acquisition of works of art that are of outstanding quality as well as works that are of distinctive aesthetic character or importance. The Hugh Lane Gallery s mission is to increase the public s knowledge, understanding and enjoyment of the visual arts through display of its collection, making temporary exhibitions, and working with like-minded institutions, nationally and internationally through lending and borrowing. The Hugh Lane shares with The National Gallery London paintings from the Sir Hugh Lane Bequest 1917 comprising thirty nine works in a unique agreement between The Government of Ireland, Dublin City Council and the Trustees of The National Gallery in London From the foundation of the gallery in 1908 the focus of the collection has traditionally been European and American art from 1850 to the present day but this remit has been extended to embrace international modern and contemporary art from a global perspective. The current collections policy aims to have a strategic focus on acquiring works by national and international artists within the specified period 1850 to the present. This includes painting, sculpture, drawing and printmaking; pertinent archival material, photography, mixed media, film, installations, performance art, net art or art that uses digital technology for creation, presentation or distribution, conceptual art, relational aesthetics and new art forms yet to be conceived. Acquisitions of other works outside the current policy will only be made in very exceptional circumstances. The collections policy is not constrained by legal, benefactor or other decrees. The Gallery is a registered charity (Hugh Lane Trust Ltd. Charity Number CHY 13752) and the collection is in the ownership of the local authority Dublin City Council. Stewardship of the collections will ensure that all items in the collection receive appropriate standards of care and security in accordance with best international museum practice so as to meet the responsibilities of the Trustees and Dublin City Council to future generations of keeping the collection in the public domain. Acquisitions, loans and temporary exhibitions will be managed by a professional team comprising director, curators and conservators. They will reconcile maximum public access to the collections with the desirability of lending to other cultural institutions subject to security and conservation requirements Any direct or family relationship or connection of Staff, Board Directors or Committee Members with the artist, artwork, vendor, donor or method of acquisition must be declared as a conflict of interest. Committee Members or Staff are required to declare any conflicts of interest for any of the agenda items. Once a conflict of interest is declared the Committee/Staff Member must remove himself from the decision-making process. This also applies to all Board Directors. 19

22 The Chair of the meeting will take responsibility for overseeing this procedure at the appropriate point in the agenda, and the declaration of interest, subsequent withdrawal, discussion and final decision will be clearly recorded. The Acquisitions Loans and Exhibitions Policies will be reviewed on a regular basis. ACQUISITIONS POLICY The Gallery acquires works for the collection by gift, purchase and bequest. The founding collection was presented as a gift to Dublin in 1908 by Hugh Lane and his supporters. Significant donations include the Lady Lavery Bequest of 1935, the Thomas Haverty Trust of 1935 and further gifts from the Friends of the National Collections and the Contemporary Irish Arts Society. The gallery acquired solely by gift and bequest until 1974, when the gallery received its first purchasing grant from Dublin City Council. Representation of artists from the early periods of the collection where the work is of particular significance to the gallery s collection and/or to the unique story of the foundation of the gallery is desirable. The policy also aims to continue Hugh Lane s vision with an emphasis on contemporary art. The policy seeks to acquire works which represent significant advances in art practice, that are excellent in concept and realisation as well as works that are of a distinctive aesthetic nature or character. The policy also aims to collect from different periods of an artist s career so as to add breadth and depth to the collection. Embedding representations of our exhibition history in the Gallery s collection is on occasion, desirable. Within the timeframe of its remit, the Gallery collects painting, sculpture, drawing and printmaking; pertinent archival material, photography, mixed media, film, installations, performance art, net art or art that uses digital technology for creation, presentation or distribution, conceptual art, relational aesthetics and new art forms yet to be conceived. The gallery confines itself solely to collecting visual arts practice. Works of historical significance in the context of the history of Charlemont House will also be considered. The director and gallery curators, as the art experts, will have the necessary expertise to bring forward proposals to the Acquisitions Loans and Exhibitions Committee and will be responsible for remaining well informed of advances and evolutions in visual arts practice and monitoring all new developments. All proposed acquisitions will be brought to the ALE Sub-Committee by the Gallery Director. If agreed they will be brought to the Board for approval. 20

23 STATEMENT OF PRINCIPLES General Procedure 1. Acquisitions The gallery will purchase from artists, commercial galleries, estates of artists and any other bodies that are deemed appropriate within the law and code of ethics for museums and galleries. In cases of purchase at auction, once the figure to which the gallery will bid is agreed, the gallery will typically use an agent to represent them at auction. Gifts and bequests will be considered by the executive in accordance with the acquisitions policy. Where relevant and appropriate, confidentiality on commercially sensitive issues will be maintained. 2. Provenance and Due Diligence The gallery will be satisfied that purchases, gifts and bequests will have full provenance history and established ownership. Every effort will be made by the gallery to ensure before acquisition, that any object offered for purchase, gift, bequest or loan has not been illegally obtained and that a valid title is held. Works in the ownership of the Trustees, museum personnel, or the families and close associates of these persons may be considered by the committee but will be subject to the same criteria and appraisal as all proposed acquisitions. 3. Documentation Procedures The Gallery will maintain records on the collection and all new acquisitions to best international practice. The Museum System (TMS), which is an internationally recognised digital system for recording and storing full information on every item in the collection, has been put in place and is fully backed up off site. This system has been adopted by public museums and galleries internationally and has replaced the practice of analogue recording. The Gallery s TMS has a record of each artwork and information is entered by registration number, name of artist, medium of the art work, the date, dimensions, cost, acquisition history/provenance (including full history of work - see Provenance and Due Diligence above) and, where relevant, exhibition history. As well as that it is Gallery policy to keep artists files on all artists represented in the collection and individual files on each acquired work by that artist. CRITERIA 1 Eligibility and relevance to Collection Acquisitions will date from circa 1850 to the present day. The works acquired will advance understanding, appreciation and engagement with modern art and with the creativity and concerns of contemporary practice. They will support the Gallery s aim and vision to make the collection available on all levels for public engagement. 21

24 2 Profile and exhibition History The Gallery will only acquire works by artists who have demonstrated their ability over a reasonable period of time. It will expect the artist to have exhibited publicly and/or garnered some public engagement and response. 3. Concept and Value Added Acquisitions will enrich the existing collection which will continue to be a significant resource for the study, enjoyment and appreciation of visual art in Ireland by practitioners from both Ireland and abroad, students and scholars, collectors and general audiences. Acquisitions will also encourage curiosity and interest from all of our audiences. 4. Condition of work Detailed condition reports by professional conservators on the proposed works will be made available for all acquisitions. The reports will also give an overview of the requirements for the care and archiving of the work. The gallery accepts that certain art works have limited life spans due to their technical and other natures and that this is acknowledged by the artist/s. Where there is an obvious limited life span, the policy of the artist/s will be taken into account and the possibility of replication at a later date will be fully explored. In cases of where the nature of the work is deemed fragile or in fair or poor condition its relevance to the collection and its inherent artistic value will be carefully balanced. Full consideration will be given to the archive requirements of proposed artworks. Should it not be possible to accommodate an artwork within the spaces provided, then the artwork should not be given consideration unless approved alternative archive/exhibition space is presented for approval. 5. Value for Money The gallery will seek to acquire the best possible work for the funds available. The gallery will also endeavour to ensure that the price of the artwork is a fair one for both the gallery and the artist (where relevant) as value for money is an underlying principle in acquisition. (See 8 below). 6. Public Procurement Rules. The acquisitions policy will follow international and national public procurement rules. The Gallery, in line with best International practice, will normally target works of art which are unique and hence can be described as provided by a sole supplier, and in certain such circumstances the Gallery will seek a departure from standard public procurement procedures because of the exceptional nature of some art works. There is specific provision in public procurement regulations to cater for this (2004) but it is only related to the acquisition of unique works of Art. In all such cases the departure from public procurement procedures must be clearly outlined in writing by the Director and be clearly approved by the ALE Committee and by the Board of Directors. The Gallery aims to collect the best artworks presented by the artist or their representatives in the public and private domain contingent on the budgets available. Works of art which present themselves for possible inclusion in the collection may be part of an exhibition of artworks, or be a single item for consideration. Valuation of the work is in the public domain when it is in a commercial gallery or in auction. 22

25 In the case of a private sale, the work will be benchmarked against current market value and a detailed report submitted with proposal to acquire. Appraisals will be carried out on every proposed artwork normally with in-house expertise. In exceptional circumstances independent appraisal will be sought. 7. Collecting Policies of fellow cultural Institutions The Gallery will take account of the collecting policies of other galleries and museums collecting in the same or related areas or subject fields. It will consult with these organisations where conflicts of interest may arise or to define areas of specialisms, in order to avoid unnecessary duplication and waste of public resources. 8. Budget / Affordability Sufficient funds must be available before proceeding with any acquisition and an Executive Manager s Order raised for all acquisitions be they purchases, gifts or bequests. The Gallery has a good track record for sourcing additional funds for acquisitions by way of sponsorship and philanthropy. The Gallery will also endeavour to make full use of all funding opportunities available to Irish cultural institutions and has been approved on occasion as an eligible institution to acquire artworks under government incentive tax schemes including Section 1003 of the Taxes Consolidation Acts Independent financial support for acquisitions will fully comply with the gallery s collections policy and will not compromise the gallery s integrity or standards of practice. LOANS POLICY The Gallery s policy on loans entails: 1. Lending works from the permanent collection to other cultural institutions nationally and internationally for temporary exhibition 2. Borrowing from other institutions nationally and internationally for temporary exhibition in the Gallery 3. Lending works from the collection on a long term agreement to other institutions in Dublin LOANS OUT TO OTHER INSTITUTIONS - NATIONALLY AND INTERNATIONALLY General Procedure All written loan requests for works from the permanent collection will be addressed to the Director and considered by the curatorial team under the following criteria. The Director will bring forward the recommended proposals to ALE for consideration. If agreed they will be brought to the Board for approval. 23

26 CRITERIA 1. Criteria for Lending a) The work/s requested contribute to a significant exhibition b) Adds to the knowledge of a particular work/s c) Make the work/s available for an educational purpose and reaching out to new audiences d) Temporarily re-uniting ensembles or parts of objects that have been separated. e) Showing artworks that seldom or never leave the archives and thereby give access to them for pleasure or study f) Introducing and interpreting other cultures g) An opportunity to conserve an object to exhibition standard 2. Criteria for declining a request. a) Conditions of the borrowing institution don t meet the required standards for loan, be it security systems, environmental conditions; fire prevention system, areas for exhibition, poor scholarly understanding or inadequate insurance. b) The subject of the exhibition is too limited or too commercial to let an object travel c) Purpose of the work in the proposed exhibition is unclear or the necessity for inclusion of a particular artwork is not sufficiently demonstrated by the request. There is no confidence in the added value of lending the object d) Works that are unsuitable for transport and display e) Efforts and costs required for conservation or restoration (making it fit for travel) not in reasonable proportion to the quality of the work or impossible to achieve the necessary conservation within the time frame f) Work not available, because already promised to another exhibition or because it is a key-work in the display of the museum or central to a specific educational program g) Request made at too short notice to process the preparations for the loan in a responsible way h) Unstable political situation, threat of terrorism or risk of a third party claim i) The borrowing institution has no provision to pay for a courier to accompany the works being loaned LONG-TERM LOANS OUT TO INSTITUTIONS IN DUBLIN The Gallery has historically lent works on a long-term basis to Dublin City Council and Government Bodies. A long term loan generally describes the loan of an artwork for a period of one year or more. The Gallery has agreed to long-term to Dublin City Council in the following locations, Civic Offices, Tara Street Fire Station and the Mansion House. 24

27 It has also agreed to long term loans to Office of Public Works (Áras an Úachtarain, Farmleigh House, Kilmainham Jail and the Oireachtas). Requests for long-term loans will be considered by the curatorial team under the criteria below. The Director will bring forward the approved proposals to ALE Committee consideration. If agreed they will be brought to the Board for approval. CRITERIA FOR LONG-TERM LOANS a) Borrowing institution has some relevance to the works requested b) The works will be on view to institution s audiences c) The work will be in a stable and secure environment d) The work will be insured while on long term loan e) The Gallery may request the work back at any time. f) The borrowing institution will facilitate regular conservation checks by Gallery conservator g) The borrowing institution will agree not the move the work while it is on loan LOANS INTO TEMPORARY EXHIBITIONS AND PERMANENT COLLECTIONS Temporary exhibitions by their nature comprise loans from public and private collections. Loans to the permanent collection are sought solely to enhance the collection. Loans will be considered by the curatorial and conservation team under the following criteria: a) Value added to the collection b) Adding breadth and depth to the collection c) Filling a gap in the collection d) Quality of the work e) Conditions of loan f) Timeframe of loan g) Ability to exhibit and archive the work within the loan period h) Insurance implications i) The selection made by the temporary exhibitions curator/s In the case of the permanent collection, subject to agreement by the curatorial team, the Director will bring forward the loan proposals for consideration at the ALE Committee. If agreed it will then be brought to the Board for approval. For temporary exhibitions, after the availability and agreement to lend has been confirmed by the Lender a full list will be supplied to the ALE Committee and to the Board. Role of Art Courier An art courier is a member of Gallery staff who has received professional training to care and protect artworks while in transit and during installation in the borrowing institution The role of the courier is to act as representative of the Gallery in ensuring safe handling of the loan during transit, unpacking, packing and, if necessary, during installation and de-installation. 25

28 They are also required to check the condition of the loans upon arrival and before installation. The courier will consult with the Gallery if there is any cause or concern and the Gallery reserves the right to withdraw a work if the conditions outlined the borrowing institution facilities report are not adhered to. TEMPORARY EXHIBITIONS POLICY The Gallery aims to provide a dynamic and informative schedule of temporary exhibitions which allow a singular and focused opportunity to engage with artists, artworks and art events in new forms and contexts as well as introducing previously unseen work. It supports art practices with a diversity of visual expression. Depending on the nature of the project we may commission artists to produce site specific work. The Gallery may on occasion invite external curators, drawing on their expertise and approach in exhibition making, and collaborate with other arts organisations in actively seeking partnerships both nationally and internationally. It is acknowledged that the dialogue between artists, curators and audiences contributes significant value to the Gallery and its role in civic society. By encouraging innovative approaches to exhibition making, through its research, thematic concept and critical discourse, the Gallery enhances participation, awareness and enjoyment for all our audiences. STATEMENT OF PRINCIPLES General procedure Temporary exhibitions by professional artists are organised by the Gallery both independently and in collaboration with identified and agreed partners, with all necessary supports in place. Informed by current critical discussion and debate in exhibition making, of both historical and contemporary themes, proposals for exhibitions are brought forward by the curatorial team to the ALE (Acquisitions, Loans and Exhibitions) committee for consideration. If agreed they are brought to the Board for approval. CRITERIA 1. Eligibility and Relevance to the Gallery The temporary exhibitions programme fits within the timeframe of the gallery s collection, i.e. from c to the present day and includes all visual art forms 2. Categories of Exhibitions a) Solo Exhibitions Exhibitions of a specific period of the artist s work, be they emerging, midcareer or established artists both from Ireland and abroad b) Group Exhibitions Exhibitions which bring together the work of two of more artists that are thematically or historically connected 26